End User License Agreement (EULA)


DEFINITIONS
This End-User License Agreement for Wisdom Software Inc. ("EULA") is a legal agreement by and between "YOU" (either an individual or a single legal entity) and Wisdom Software Inc. ("Wisdom-soft") for the Wisdom-soft software product(s) ("SOFTWARE PRODUCT") delivered with this EULA, which includes the computer software and all of the contents of the files, CD-ROM(s) or other media with which this EULA is provided, including any printed materials, and online or electronic documentation. By installing, copying, downloading, accessing or otherwise using the SOFTWARE PRODUCT, YOU agree to be bound by the terms of this EULA. If YOU do not agree to the terms of this EULA, YOU are not authorized to, and YOU shall not, download, install or use the SOFTWARE PRODUCT.

"COMPUTER" means (i) a single electronic device, with one or more central processing units (CPUs), that accepts information in digital or similar form and manipulates the information for a specific result based on a program, or (ii) a software implementation of such a device (or so-called virtual machine).

1. LICENSE
The software is licensed, not sold. Under this agreement, Wisdom-soft grant YOU the right to install and run one instance of the software on your COMPUTER so long as YOU comply with all the terms of this agreement.

2. BACKUP
YOU may make one copy of the SOFTWARE PRODUCT media in machine readable or printed form and solely for backup purposes. Wisdom-soft retains ownership of all User created copies.

3. TRANSFER
YOU may permanently transfer all of your rights under this EULA (except if your rights are in an Evaluation Version), provided YOU retain no copies, YOU transfer all copies of the SOFTWARE PRODUCT (including all component parts, the media and printed materials, any prior versions, and this EULA), and the recipient agrees to be subject to the terms of this EULA. Upon the occurrence of such a transfer, your rights under this EULA terminate immediately.

4. OWNERSHIP OF YOUR CONTENT
YOU retain all rights and ownership of your content. We do not claim any ownership rights to your content.

5. RESTRICTIOINS
Wisdom-soft reserves all rights (such as rights under intellectual property laws) not expressly granted in this agreement. This license does not give YOU any right to, and YOU may not:

(1) YOU may not sell, rent, share, license, lease or lend the SOFTWARE PRODUCT, or any copy, modification, or merged portion thereof, to another company or person. Any such unauthorized action will result in automatic and immediate termination of the license.
(2) YOU may not, and YOU may not authorize anyone else to, decompile, disassemble, or otherwise reverse engineer the SOFTWARE PRODUCT.
(3) YOU may not, and YOU may not authorize anyone else to, circumvent any license mechanism in the SOFTWARE PRODUCT.

6. MULTI-LICENSE OR SITE LICENSE
If the License Identification identifies the license type as "Multi-license" or "Site License", then licensee may install copies of the specific release of the SOFTWARE PRODUCT and permit access to such SOFTWARE PRODUCT on multiple COMPUTERs, on a networked basis, solely by licensee's personnel, solely for licensee's internal business needs, only so long as the maximum number of installations does not exceed the permitted number.

7. AUTHORIZATION AND ACTIVATION
YOU are authorized to use this software only if YOU are properly licensed and the SOFTWARE PRODUCT has been properly activated with a genuine product key or by other authorized method. Obtaining or upgrading from non-genuine software does not make your original version or the updated/upgraded version genuine, and in that situation, YOU do not have a license to use the software.
When YOU connect to the Internet while using the software, the software may automatically contact Wisdom-soft or its affiliate to confirm the software is genuine and the license is associated with the licensed COMPUTER. YOU can also activate the software manually by Internet or telephone. During activation the software may determine that the installed instance of the software is counterfeit, improperly licensed or includes unauthorized changes. YOU may also receive reminders to obtain a proper license for the software.

8. EVALUATION
For evaluation (or test or demonstration) use, YOU may not transfer the software, use it in a live operating environment, or use it after the evaluation period.

9. TERMINATION
This License Agreement shall terminate upon your breach of any term contained herein. Upon termination, YOU shall immediately stop using and destroy all copies of the SOFTWARE PRODUCT.

10. APPLICABLE LAW
This Agreement is governed by the laws of CANADA. This Agreement sets forth all rights for the user of the SOFTWARE PRODUCT and is the entire agreement between the parties. This Agreement supersedes any other communications with respect to the SOFTWARE PRODUCT. This Agreement may not be modified except by a written addendum issued by a duly authorized representative of Wisdom-soft. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by Wisdom-soft or a duly authorized representative of Wisdom-soft. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.

11. DISCLAIMER OF WARRANTIES
THE SOFTWARE PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. USER BEARS ALL RISK RELATING TO THE USE OF THE SOFTWARE.

12. LIMITATION OF LIABILITY
IN NO EVENT SHALL WISDOM-SOFT OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF WISDOM-SOFT OR ANY SUPPLIER, AND EVEN IF WISDOM-SOFT OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. ENTIRE AGREEMENT
This EULA (including any addendum or amendment to this EULA which is included with the SOFTWARE PRODUCT) is the entire agreement between YOU and Wisdom-soft relating to the SOFTWARE PRODUCT and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the SOFTWARE PRODUCT or any other subject matter covered by this EULA. To the extent the terms of any Wisdom-soft policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control.